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DocuSign Envelope ID: D732F585-0827-49AB-A73B-EC4D91F1D195
<br /> standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure
<br /> events.
<br /> 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation
<br /> of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
<br /> battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
<br /> line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
<br /> obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web,
<br /> or for Equipment malfunction caused by the transmission medium.
<br /> Section 6. TIME AND PLACE OF SERVICE
<br /> Service will be provided at the location specified in this Agreement. When Motorola performs service at Customers
<br /> location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat,
<br /> light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors
<br /> will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and
<br /> software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services.
<br /> Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding
<br /> weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
<br /> expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably
<br /> incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
<br /> Section 7. CUSTOMER CONTACT
<br /> Customer will provide Motorola with designated points of contact (list of names and phone numbers)that will be available
<br /> twenty-four(24) hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to
<br /> maintain contact, as needed, with Motorola.
<br /> Section 8. PAYMENT
<br /> Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
<br /> payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within
<br /> twenty(20)days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise
<br /> taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement(except
<br /> income, profit, and franchise taxes of Motorola) by any governmental entity.
<br /> Section 9.WARRANTY
<br /> Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period
<br /> of ninety(90)days from the date the performance of the Services are completed. In the event of a breach of this
<br /> warranty, Customers sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a
<br /> pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES,
<br /> EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br /> PARTICULAR PURPOSE.
<br /> Section 10. DEFAULT/TERMINATION
<br /> 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
<br /> written and detailed notice of the default. The non-performing party will have thirty(30)days thereafter to provide a
<br /> written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately
<br /> after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in
<br /> addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a
<br /> written notice of termination to the defaulting party.
<br /> 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
<br /> Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
<br /> Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
<br /> termination, Motorola will have no further obligation to provide Services.
<br /> Section 11. LIMITATION OF LIABILITY
<br /> Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
<br /> liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of
<br /> twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
<br /> POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
<br /> COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR
<br /> SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
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